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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
WESLEY JESSEN VISIONCARE, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
WJ ACQUISITION CORP.
NOVARTIS AG
(NAMES OF FILING PERSONS (OFFERORS))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
PREFERRED SHARE PURCHASE RIGHTS
(TITLE OF CLASS OF SECURITIES)
951018100
(CUSIP NUMBER OF CLASS OF SECURITIES)
ROBERT THOMPSON
WJ ACQUISITION CORP.
NOVARTIS AG
C/O NOVARTIS CORPORATION
608 FIFTH AVENUE
NEW YORK, NY 10020
(212) 307-1122
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPY TO:
DAVID W. HELENIAK, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$783,887,758.50 $156,777.56
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* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $38.50, the per share tender offer price, by
20,360,721, the sum of (i) 17,671,246 currently outstanding shares of
Common Stock sought in the Offer, (ii) outstanding options with respect to
2,677,475 shares of Common Stock and (iii) 12,000 shares of Common Stock
that could be purchased under the Company's employee discount purchase
plans, in each case as of May 23, 2000.
** Calculated as 1/50 of 1% of the transaction value.
[X]Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $156,777.56 Filing Party: Novartis AG
Form or Registration No.: Schedule TO Date Filed: June 6, 2000
[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the
statement relates:
[X]third-party tender offer subject to Rule 14d-1.
[_]issuer tender offer subject to Rule 13e-4.
[_]going-private transaction subject to Rule 13e-3.
[_]amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer:
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission (the
"Commission") on June 6, 2000 (the "Schedule TO") by Novartis AG, a Swiss
corporation ("Parent"), and WJ Acquisition Corp., a Delaware corporation and
an indirect wholly owned subsidiary of Parent ("Purchaser"). The Schedule TO
relates to the offer by Purchaser to purchase all outstanding shares of common
stock, par value $0.01 per share, including the associated preferred share
purchase rights (together, the "Shares"), of Wesley Jessen VisionCare, Inc., a
Delaware corporation (the "Company"), at a purchase price of $38.50 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated June 6, 2000 (the "Offer to Purchase"),
and in the related Letter of Transmittal (which, together with any amendments
or supplements thereto, collectively constitute the "Offer"). Capitalized
terms used and not defined herein shall have the meanings assigned to such
terms in the Offer to Purchase and the Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
Question No. 16 of the Summary Term Sheet is hereby amended and restated as
follows:
"IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?
. If you decide not to tender your shares in the offer and the merger
occurs, you will receive in the merger the same amount of cash per share
as if you would have tendered your shares in the offer.
. If you decide not to tender your shares in the offer and the merger does
not occur, if we purchase all the tendered shares, there may be so few
remaining stockholders and publicly held shares that the shares will no
longer be eligible to be traded through Nasdaq National Market or any
other securities market, there may not be a public trading market for
the shares and Wesley Jessen VisionCare may cease making filings with
the SEC or otherwise cease being required to comply with SEC rules
relating to publicly held companies. Novartis intends to cause the
delisting of the shares following the completion of the offer. WJ
Acquisition Corp. currently intends to cause Wesley Jessen VisionCare to
terminate registration of the shares under the SEC rules relating to
publicly held companies as soon after consummation of the offer as the
requirements for termination of registration are met. See Section 13."
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Section 9 ("Financing of the Offer and the Merger") is hereby amended and
restated as follows:
"The total amount of funds required by Purchaser to consummate the Offer
and the Merger and to pay related fees and expenses is estimated to be
approximately $791 million. Purchaser will obtain all of such funds from
Parent or one of Parent's subsidiaries. Parent and its subsidiary will
provide such funds from available cash. In the event such funds were
unavailable, Parent will arrange alternative financing."
2
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: June 21, 2000
WJ Acquisition Corp.
By: /s/ Robert Thompson
-----------------------------------
Name: Robert Thompson
Title: Chief Executive Officer
and President
Novartis AG
By: /s/ Urs Barlocher
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Name: Urs Barlocher
Title: General Counsel
By: /s/ Martin P. Henrich
-----------------------------------
Name: Martin P. Henrich
Title: Associate General Counsel
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EXHIBIT INDEX
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EXHIBIT NO.
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*(a)(1) Offer to Purchase, dated June 6, 2000.
*(a)(2) Form of Letter of Transmittal.
*(a)(3) Form of Notice of Guaranteed Delivery.
*(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
*(a)(5) Form of Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
*(a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
*(a)(7) Summary Advertisement as published in The Wall Street Journal on June 6, 2000.
*(a)(8) Joint Press Release issued by CIBA Vision Corporation, an indirect wholly owned subsidiary of
Parent, and the Company on May 30, 2000.
(b) None.
*(d)(1) Agreement and Plan of Merger, dated as of May 30, 2000, among Parent, Purchaser and the Company.
*(d)(2) Confidentiality Agreement, dated May 10, 2000, between CIBA Vision Corporation and the Company.
(g) None.
(h) None.
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*Previously filed.
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